Wragge & Co LLP Corporate Group has advised US client Inverness Medical Innovations, Inc. on its takeover of UK-based BBI Holdings PLC for a total consideration of up to £83 million.

The takeover, which was announced on 11 December, is being implemented by way of a court-approved scheme of arrangement under Section 425 of the Companies Act 1985. Inverness will offer BBI shareholders 195 pence per ordinary share, payable in shares, with an option to select a cash alternative at 185 pence per share.

The scheme of arrangement is conditional upon BBI shareholder and court approval and is scheduled to become effective on or around 11 February 2008.

Corporate partner Julian Henwood and corporate associate Andrew Glaze led a cross-firm team. Tax specialist Neil Pearson provided expert advice on the proposals to holders of options under BBI's share schemes. Director Graham Spalding, head of transaction services, coordinated the legal due diligence. The team worked closely with Inverness' in-house legal team, particularly US senior M&A counsel Anne Warner and European-based M&A counsel, Veronique Ameye. Corporate partner John Hancock at Foley Hoag LLP in Boston worked with the team on US securities law aspects of the transaction.

Julian Henwood said: "The firm has been advising Inverness for more than five years but this is the first time we have advised on all aspects of a UK acquisition for them. It is a complex transaction, involving a scheme of arrangement and the offering of US shares as consideration. Working in conjunction with Inverness' internal and external US counsel, we were able to thread our way through the many technical restrictions on offering US stock to BBI's shareholders. The timetable was very demanding, but we stuck to it and announced the transaction less than three weeks after Inverness had made its indicative offer."

Anne Warner, Senior Counsel, Mergers & Acquisitions at Inverness said: "We have been highly satisfied with the service on public deals delivered by the Wragge & Co team. They deliver high-quality, commercially savvy legal advice at the rapid tempo an entrepreneurial company demands. We are privileged to be working with them."

Inverness is a leading global developer, manufacturer and marketer of consumer and professional medical diagnostic products. It has major research and development facilities based in the US, UK, Germany and Israel and manufacturing sites in the UK, China, Japan and the US.

BBI Holdings is a leading supplier of products and services to the global diagnostic and healthcare industries. Based in the UK, the organisation operates from five locations across the UK and Asia Pacific, Europe and North America. Cardiff-based Berry Smith represented BBI.

Wragge & Co's 70-lawyer Corporate Group is supported by specialists in banking, pensions, employment, real estate and tax, ensuring full-service advice and support for every deal. M&A highlights this year include first deals for Carron Energy and Northgate Information Solutions, Sanctuary Housing's merger with Shaftesbury Housing and a trio of deals totalling $1.03 billion for real estate developer Parkridge Group.

---

For further information about this press release, contact Kathryn Hobbs on +44 (0)121 685 2785, Rebecca Davies on +44 (0)121 685 3819 or Gayle Redding on +44 (0)121 685 2708

This press release may contain information of general interest about current legal issues, but does not give legal advice.